Fisher John J Form 4 GAP / JOHN J FISHER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FISHER JOHN J

(Last) (First) (Middle)

1300 EVANS AVENUE, NO. 880154

(Street)

SAN FRANCISCO CA 94188

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/01/2021		M		5,867(1)	A	$0	10,493,558	D
Common Stock	11/01/2021		M		541(2)	A	$0	10,494,099	D
Common Stock								46,390	I	By Spouse
Common Stock								27,000,000	I	By FCH TBML LLC(3)
Common Stock								4,336,335	I	By Trusts
Common Stock								564,268	I	By Trust
Common Stock								1,581,500	I	By Trust
Common Stock								1,997,800	I	By Trust(4)
Common Stock								20,000	I	By Limited Partnerships

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Units	$0	11/01/2021		M			5,867	(1)	(1)	Common Stock	5,867	$0	0	D
Dividend Equivalent Rights	$0	11/01/2021		M			541.4161	(2)	(2)	Common Stock	541.4161	$0	0	D

Explanation of Responses:

1. 5,867 shares were issued in settlement of the stock units originally granted to the reporting person on November 1, 2018. Each stock unit represented the right to receive one share of The Gap, Inc. common stock ("Gap Common Stock").

2. 541 shares were issued in settlement of dividend equivalent rights on the above-referenced stock units originally granted to the reporting person on November 1, 2018. Each equivalent right was the economic equivalent of one share of Gap Common Stock.

3. The reporting person is the sole manager and a member of FCH TBML LLC, a Delaware limited liability company that owns the reported securities. As manager of FCH TBML LLC, the reporting person may be deemed to have indirect beneficial ownership of the 27,000,000 shares of The Gap, Inc. common stock ("Gap Common Stock") of which FCH TBML LLC has beneficial ownership. The reporting person disclaims beneficial ownership of all shares of Gap Common Stock held by FCH TBML LLC except to the extent of his pecuniary interest therein.

4. The reporting person disclaims beneficial ownership of all shares of Gap Common Stock held by the trust except to the extent of his indirect pecuniary interest therein.

	Jane Spray, Attorney-in-fact	11/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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